How the SEC’s Confidential Filing Expansion Impacts Your Business

Imagine gearing up for your company’s big public debut but doing it quietly behind the scenes, away from market noise and headlines. Sounds like a dream, right? Well, the SEC just turned that dream into reality for more companies than ever. On March 3, 2025, the SEC’s Division of Corporation Finance expanded the runway for confidential draft registration statements, making the IPO and follow-on offering process smoother, more flexible, and less stressful. Let’s break it down, what changed, why it matters, and how it could make your next move easier than ever.

The Ultimate Strategy

For those new to the concept, confidential filings allow companies to submit draft registration statements to the SEC for review before the documents go public. This means businesses can refine their disclosures, iron out regulatory concerns, and time their offerings strategically without market speculation or competitor scrutiny. Historically, this perk was limited to Emerging Growth Companies (EGCs) under the JOBS Act of 2012. In 2017, the SEC extended it to all IPO-bound companies and certain follow-on offerings within 12 months. But now? The SEC isn’t just expanding the club, it’s tearing down the barriers altogether. So, Who Can Opt for Confidential Filings?

With these new changes, confidential submissions are available for:

• IPOs (any company, not just EGCs)
• Follow-on offerings at any time post-IPO
• De-SPAC transactions where the SPAC remains the surviving entity
• Companies registering under Section 12(b) or 12(g) of the Exchange Act
• Foreign private issuers filing Forms 10, 20-F, or 40-F

Companies filing IPOs or Exchange Act registrations must publicly file at least 15 days before a roadshow or two business days before effectiveness (for follow-on offerings). Additionally, Exchange Act registration filings on Form 10, 20-F, or 40-F must be public for 30-60 days before effectiveness to meet regulatory requirements. These changes ensure adequate investor protection while allowing companies to plan offerings without excessive exposure.

No More 12-Month Deadline

Previously, companies had a short window, just 12 months post-IPO, to enjoy confidential filings. Miss that deadline, and you were stuck with public disclosures. Not anymore. The SEC now allows companies to submit draft registration statements at any time, whether two years after going public or ten. This is a huge win for seasoned issuers, late bloomers, and businesses that prefer to keep their strategic options open. Why does this matter? Because capital formation doesn’t follow a strict timeline, so why should regulatory accommodations? This flexibility means companies can adjust to market conditions and regulatory changes without unnecessary exposure.

SPACs Just Got Another Premium Ticket

SPACs (Special Purpose Acquisition Companies) have been a hot topic in capital markets, and now they’re getting another upgrade. Under the new SEC guidelines, de-SPAC transactions, when a private company merges with a SPAC to go public, can now be submitted confidentially if the SPAC remains the surviving entity. Here’s the twist: If the target company would have been eligible for a confidential draft on its own, the entire deal qualifies. That means fewer leaks, less volatility, and more control over the disclosure process in these high-stakes transactions.

No Underwriter Yet? No Sweat!

In the past, if you didn’t name your underwriters in your draft registration statement, the SEC might have hit pause on your filing. But under the new rules, companies can submit their initial drafts without locking in their banking syndicate. This change gives businesses breathing room, especially those still evaluating underwriting options or negotiating final terms. Eventually, underwriters must be disclosed in public filings, but this early-stage flexibility is a major plus.

Startups, This One’s for You

For startups planning an IPO, these changes are a revolution. Confidential filings provide:

• More Time to Prepare: Fine-tune disclosures without premature scrutiny from investors or competitors.
• Better Timing for Market Conditions: File when the market is hot, rather than rushing to meet arbitrary deadlines.
• Reduced Abandonment Costs: If conditions shift, companies can withdraw confidential filings without public backlash.

The ability to test the waters privately means startups can enter the public markets with greater confidence and fewer missteps.

Keeping the Noise Out

Confidential draft submissions have always been about de-risking the public offering process. Now, the SEC is doubling down on that philosophy. By allowing companies to work through SEC comments privately, the process becomes more predictable and controlled. The SEC’s Acting Chair Mark Uyeda emphasized that these changes are about striking a balance, facilitating capital formation while maintaining investor protections. This move shows that supporting businesses doesn’t mean sacrificing oversight. It means acknowledging that good disclosures and good deals are built with collaboration, timing, and, sometimes, a little privacy.

The Final Takeaway

If your company is thinking about going public, raising capital, or navigating a SPAC merger, the game just changed in your favor. You can now start earlier, work more quietly, and tweak things before anyone outside your team or the SEC even gets a peek. It’s a smart shift that puts companies back in control—with fewer obstacles, less noise, and more flexibility to build deals that work. And, as Twain (or maybe your favorite CFO) would say, the secret to getting ahead is getting started… privately. Stay informed. Stay ahead. Stay winning. Subscribe for expert insights now!